EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 AMENDMENT
NO. 1 
 to 

AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT 

This AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of
December 1, 2015, is entered into by and among Greif Receivables Funding LLC, a Delaware limited liability company, as seller (the “SPV”), Greif Packaging LLC (“GP”), a Delaware limited liability company, Delta
Petroleum Company, Inc., a Louisiana corporation, American Flange & Manufacturing Co., Inc., a Delaware corporation, and Trilla-St. Louis Corporation, an Illinois corporation, as originators (each, an “Originator” and
collectively, the “Originators”), GP, as servicer (in such capacity, the “Servicer”), PNC Bank, National Association (“PNC”), a national banking association, as a Committed Investor, Managing Agent
and Administrator and the Agent. 
 RECITALS 

WHEREAS, the SPV, the Servicer, the Originators and PNC have entered into that certain Amended and Restated Transfer and Administration
Agreement dated as of September 30, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “TAA”); and 

WHEREAS, the parties hereto wish to make certain amendments to the TAA as set forth herein; 

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the TAA, the parties hereto agree as
follows: 
 SECTION 1. Definitions. All capitalized terms used but not defined herein have the meanings provided in the TAA. 

SECTION 2. Amendments to the TAA. The TAA is hereby amended as follows: 

2.1. Section 1.1 of the TAA is hereby amended as follows: 

(a) The definition of “Facility Limit” in Section 1.1 of the TAA is hereby amended and restated in its
entirety to read as follows: 
 ““Facility Limit” means at any time $150,000,000, as such amount may be
reduced in accordance with Section 2.16; provided that such amount may not at any time exceed the aggregate Commitments then in effect.”. 

(b) The definition of “Commitment” in Section 1.1 of the TAA is hereby amended and restated in its
entirety to read as follows: 
 ““Commitment” means, with respect to each Committed Investor, as the
context requires, (a) the commitment of such Committed Investor to make Investments and to pay 







 
Assignment Amounts in accordance herewith in an amount not to exceed the amount described in the following clause (b), and (b) the dollar amount set forth opposite such Committed
Investor’s signature on the signature pages hereof under the heading “Commitment” (or, in the case of (x) PNC in its capacity as a PNC Committed Investor, the dollar amount set forth opposite such PNC’s signature page
to the First Amendment under the heading “Commitment” or (y) a Committed Investor which becomes a party hereto pursuant to an Assignment and Assumption Agreement, as set forth in such Assignment and Assumption Agreement),
minus the dollar amount of any Commitment or portion thereof assigned by such Committed Investor pursuant to an Assignment and Assumption Agreement, plus the dollar amount of any increase to such Committed Investor’s Commitment
consented to by such Committed Investor prior to the time of determination; provided that if the Facility Limit is reduced, the aggregate of the Commitments of all the Committed Investors shall be reduced in a like amount and the
Commitment of each Committed Investor shall be reduced in proportion to such reduction.”. 
 (c) The following
definition is added to Section 1.1 of the TAA in appropriate alphabetical sequence: 
 ““First
Amendment” means that certain Amendment No. 1 to Amended and Restated Transfer and Administration Agreement, dated as of December 1, 2015, among the SPV, the Originators party thereto, the Committed Investors, Managing Agents and
Administrators part thereto and the Agent.”. 
 SECTION 3. Conditions Precedent. This Amendment shall become effective upon
receipt by the Agent of a counterpart (or counterparts) of this Amendment, duly executed by each of the parties hereto or other evidence satisfactory to the Agent of execution and delivery by such parties. 

SECTION 4. Miscellaneous. 

4.1. Representations and Warranties. (i) Each of the SPV, each Originator and the Servicer hereby represents and warrants that
this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms and (ii) the SPV hereby represents and warrants that upon the effectiveness of this Amendment, no Termination
Event or Potential Termination Event shall exist. 
 4.2. References to TAA. Upon the effectiveness of this Amendment, each reference
in the TAA to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the TAA as amended hereby, and each reference to the TAA in any other document,
instrument or agreement executed and/or delivered in connection with the TAA shall mean and be a reference to the TAA as amended hereby. 

4.3. Effect on TAA. Except as specifically amended above, the TAA and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 

  
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 4.4. No Waiver. Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Investor under the TAA or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any
provision contained therein, except as specifically set forth herein. 
 4.5. Governing Law. This Amendment, including the rights and
duties of the parties hereto, shall be governed by, and construed in accordance with, the internal laws of the State of New York. 
 4.6.
Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 

4.7. Headings. The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning
or interpretation of this Amendment or any provision hereof. 
 4.8. Counterparts. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Facsimile or other electronic signature pages shall be as effective as originals. 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

					
	GREIF RECEIVABLES FUNDING LLC, as SPV
		
	By:	 	 /s/ Nadeem Sarwat Ali

		 	Name:	 	Nadeem Sarwat Ali
		 	Title:	 	Treasurer
	
	 GREIF PACKAGING LLC,

individually, as an Originator and as the Servicer

		
	By:	 	 /s/ Nadeem Sarwat Ali

		 	Name:	 	Nadeem Sarwat Ali
		 	Title:	 	Treasurer
	
	 DELTA PETROLEUM COMPANY, INC.,

as an Originator

		
	By:	 	 /s/ Nadeem Sarwat Ali

		 	Name:	 	Nadeem Sarwat Ali
		 	Title:	 	Treasurer
	
	 AMERICAN FLANGE & MANUFACTURING CO., INC.,

as an Originator

		
	By:	 	 /s/ Nadeem Sarwat Ali

		 	Name:	 	Nadeem Sarwat Ali
		 	Title:	 	Treasurer



  

					
		  	1	  	 Amendment No. 1 to Transfer and

Administration Agreement










 
					
	TRILLA-ST. LOUIS CORPORATION,
	as an Originator
		
	By:	 	 /s/ Nadeem Sarwat Ali

		 	Name:	 	Nadeem Sarwat Ali
		 	Title:	 	Treasurer


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Administration Agreement










 
					
	PNC BANK, NATIONAL ASSOCIATION,
	as a Committed Investor for the PNC Investor Group, a Managing Agent, an Administrator and the Agent
		
	By:	 	 /s/ Robyn Reeher

		 	Name:	 	Robyn Reeher
		 	Title:	 	Vice President
	
	Commitment: $150,000,000


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Administration Agreement